{"id":43797,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/consent-and-voting-agreement-global-crossing-ltd-and-cable.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consent-and-voting-agreement-global-crossing-ltd-and-cable","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/consent-and-voting-agreement-global-crossing-ltd-and-cable.html","title":{"rendered":"Consent and Voting Agreement &#8211; Global Crossing Ltd. and Cable Systems Holding LLC"},"content":{"rendered":"<pre>\n                                                                  EXECUTION COPY\n\n                  CONSENT AND VOTING AGREEMENT, dated as of February 22, 2000 \n                  (the \"Agreement\"), among GLOBAL CROSSING LTD., a company\n                  formed under the laws of Bermuda (\"Parent\"), CABLE SYSTEMS\n                  HOLDING, LLC, a Delaware limited liability company (\"CSH\"),\n                  and each of the other signatories hereto (and together with\n                  CSH, the \"Stockholders\").\n\n                  WHEREAS, concurrently herewith, Parent, Georgia Merger Sub\nCorporation, a Delaware corporation and a wholly owned subsidiary of Parent (\"GC\nMerger Sub\"), IPC Communications, Inc., a Delaware corporation (the \"Company\"),\nIPC Information Systems, Inc., a Delaware corporation and a wholly owned\nsubsidiary of the Company (\"IPC Systems\"), Idaho Merger Sub Corporation, a\nDelaware corporation and a wholly owned subsidiary of the Company (\"IPC Merger\nSub\"), and Ixnet, Inc., a Delaware corporation and a subsidiary of the Company\n(\"IXnet\"), are entering into an Agreement and Plan of Merger (as such agreement\nmay be amended from time to time and whether or not such agreement has been\nterminated, the \"Merger Agreement\"; terms used but not defined herein shall have\nthe meanings set forth in the Merger Agreement) pursuant to which (i) the\nCompany will be merged with and into IPC Systems (the \"Intercompany Merger\"),\n(ii) IPC Systems will be merged with and into GC Merger Sub (the \"IPC Merger\")\nand (iii) IPC Sub will be merged with and into IXnet (the \"IXnet Merger\" and\ntogether with the Intercompany Merger and the IPC Merger, the \"Mergers\");\n\n                  WHEREAS, as a condition to their willingness to enter into the\nMerger Agreement, Parent and Sub have required that CSH and the other\nStockholders enter into this Agreement pursuant to which, among other things,\nthe Stockholders have agreed to certain consent and voting provisions in\nconnection with and in favor of the Company Merger; and\n\n                  NOW, THEREFORE, in consideration of the representations,\nwarranties, covenants and agreements contained in this Agreement, the parties\nagree as follows:\n\n1.       Consent and Voting Matters\n\n         1.1     Consent and Agreement to Vote. Each Stockholder agrees (for \nitself and not as to any other Stockholder) that immediately following the\nexecution and delivery of this Agreement and the Merger Agreement, it shall\nexecute and deliver, as the record owner thereof, in accordance with Section 228\nof the DGCL, the Stockholders Consent in the form of Exhibit A hereto (the\n\"Consent\"), which shall be irrevocable, with respect to all Shares that are\nowned beneficially or of record by such Stockholder or as to which such\nStockholder has, directly or indirectly, the right to vote or direct the voting.\n\n                  Each Stockholder hereby further agrees (for itself and not as\nto any other Stockholder) that, during the term of this Agreement, it shall,\nfrom time to time, at the request of Parent, at any meeting (whether annual or\nspecial and whether or not an adjourned or postponed meeting) of stockholders of\nthe Company, however called, or in connection with any written consent of the\nholders of Common Stock, par value $.01 per share, of the Company (\"Company\nCommon Stock\"), in either case, prior to the earlier of the Effective Time of\nthe Mergers and the termination of this Agreement, if a meeting is held, appear\nat such meeting or otherwise cause \n\n\n\n\n   2\n\n                                                                               2\n\n\nsuch Stockholder's Shares to be counted as present thereat for purposes of\nestablishing a quorum, and it shall vote or consent (or cause to be voted or\nconsented), in person or by proxy, all such Stockholder's Shares, and any other\nvoting securities of the Company (whether acquired heretofore or hereafter),\nthat are beneficially owned by such Stockholder or its subsidiaries or as to\nwhich such Stockholder has, directly or indirectly, the right to vote or direct\nthe voting, (a) in favor of the Intercompany Merger and the IPC Merger, the\nadoption of the Merger Agreement and the approval of the terms thereof and each\nof the other transactions and other matters contemplated by the Merger Agreement\nand this Agreement and any actions required in furtherance hereof and thereof;\n(b) against any action or agreement that would result in a breach in any\nmaterial respect of any covenant, representation or warranty or any other\nobligation or agreement of the Company or any subsidiary thereof under the\nMerger Agreement; (c) except as otherwise agreed to in writing in advance by\nParent, against the following actions (other than the Mergers and the\ntransactions and other matters contemplated by the Merger Agreement): (1) any\nextraordinary corporate transaction, such as a merger, consolidation or other\nbusiness combination involving the Company or its subsidiaries; (2) a sale,\nlease or transfer of a material amount of assets of the Company or its\nsubsidiaries or a reorganization, recapitalization, dissolution or liquidation\nof the Company or its subsidiaries; (3) (a) any change in the majority of the\nboard of directors of the Company; (b) any material change in the present\ncapitalization of the Company or any amendment of the Company's Certificate of\nIncorporation or By-laws; or (c) any other material change in the Company's\ncorporate structure or business or change in any manner of the voting rights of\nthe Company Common Stock. Such Stockholder shall not enter into any agreement or\nunderstanding with any person or entity prior to the termination of this\nAgreement to vote or give instructions in a manner inconsistent with clauses\n(a), (b) or (c) of the preceding sentence.\n\n                  1.2 Proxy. Each Stockholder hereby grants to, and appoints,\nParent and Robert Annunziata, Chief Executive Officer of Parent, Dan J. Cohrs,\nChief Financial Officer of Parent, and James C. Gorton, Senior Vice President\nand General Counsel of Parent, in their respective capacities as officers of\nParent, and any individual who shall hereafter succeed to any such office of\nParent, and any other designee of Parent, each of them individually, its proxy\nand attorney-in-fact (with full power of substitution) to execute and deliver a\nwritten consent and to vote such Stockholder's Shares as indicated in Section\n1.1. Subject to Section 10.5, such Stockholder intends this proxy to be\nirrevocable and coupled with an interest and will take such further action and\nexecute such other instruments as may be necessary to effectuate the intent of\nthis proxy and hereby revokes any proxy previously granted by it with respect to\nits Shares.\n\n                  Each Stockholder hereby revokes any and all previous proxies\nwith respect to such Stockholder's Shares or any other voting securities of the\nCompany that relate to the approval of the Merger Agreement.\n\n                  2.     Representations and Warranties of the Stockholders. \nEach Stockholder, severally but not jointly, makes the following representations\nand warranties to the Parent:\n\n                  2.1    Power; Binding Agreement. Such Stockholder has the \npower and authority to enter into and perform all of its obligations under this\nAgreement (including the power and authority without further action on the part\nof any shareholders, members or partners\n\n\n   3\n\n                                                                               3\n\nthereof or any other juridical or nonjuridical person to comply with the consent\nand voting requirements of Section 1). The execution, delivery and performance\nof this Agreement by such Stockholder will not violate any other agreement to\nwhich such Stockholder is a party (including any trust agreement, voting\nagreement, stockholders agreement or voting trust), except to the extent any\nsuch violations, individually or in the aggregate, would not reasonably be\nexpected to have a material adverse effect on Parent or to prevent or materially\ndelay the consummation of the transactions contemplated by the Merger Agreement.\nThis Agreement has been duly and validly authorized, executed and delivered by\nsuch Stockholder and constitutes a valid and binding agreement of such\nStockholder, enforceable against it in accordance with its terms, except as\nlimited by (a) bankruptcy, insolvency, reorganization, moratorium or other\nsimilar laws relating to creditor's rights generally, (b) general principles of\nequity, whether such enforceability is considered in a proceeding in equity or\nlaw, and to the discretion of the court before which any proceeding therefor may\nbe brought, or (c) public policy considerations or court decisions which may\nlimit the rights of the parties hereto for indemnification.\n\n                  2.2    No Conflict. Other than filings required under the HSR\nAct, and the filing of Forms 4 and Schedules 13D under the Securities and\nExchange Act of 1934, as amended, and the rules and regulations thereunder (the\n\"Exchange Act\"), no filing with, and no permit, authorization, consent or\napproval of, any state or federal public body or authority is required to be\nmade or obtained by such Stockholder for the execution of this Agreement by such\nStockholder, except for any such filings the failure of which to be made,\nindividually or in the aggregate, would not reasonably be expected to have a\nmaterial adverse effect on Parent or to prevent or materially delay the\nconsummation of the transactions contemplated hereby and filings required in\nconnection with the consummation of the Mergers. Neither the execution and\ndelivery of this Agreement by such Stockholder nor the consummation by such\nStockholder of the transactions contemplated hereby nor compliance by such\nStockholder with any of the provisions hereof shall (a) conflict with or result\nin any breach of such Stockholder's certificate of incorporation, bylaws,\noperating agreement, partnership agreement or other organizational or governing\ndocument or agreement, as the case may be, (b) result in a violation or breach\nof, or constitute (with or without notice or lapse of time or both) a default\n(or give rise to any third party right of termination, cancellation, material\nmodification or acceleration) under any of the terms, conditions or provisions\nof any note, bond, mortgage, indenture, license, contract, commitment,\narrangement, understanding, agreement or other instrument or obligation of any\nkind to which such Stockholder is a party or by which such Stockholder or any of\nthe Stockholder's properties or assets may be bound or (z) violate any order,\nwrit, injunction, decree, judgment, order, statute, rule or regulation\napplicable to such Stockholder or any of the Stockholder's members, properties\nor assets, except to the extent any of the foregoing, individually or in the\naggregate, would not reasonably be expected to have a material adverse effect on\nParent or to prevent or materially delay the consummation of the transactions\ncontemplated by the Merger Agreement or to prevent such Stockholder from\ncomplying with its obligations hereunder.\n\n                  2.3    Reliance. Such Stockholder understands and acknowledges\nthat Parent is entering into, and causing Sub to enter into, the Merger\nAgreement in reliance upon such Stockholder's execution and delivery of this\nAgreement.\n\n\n   4\n                                                                               4\n\n\n                  2.4    Ownership of Shares. Such Stockholder is the record \nowner of the number shares of Company Common Stock set forth opposite its name\non Schedule 2.4 (with respect to each Stockholder and together with any shares\nof Company Common Stock with respect to which such Stockholder shall have or\nreceive record ownership, its \"Shares\"), free and clear of any Liens other than\nrestrictions contained in the Amended and Restated Investors Agreement, dated as\nof April 9, 1998 (the \"Investors Agreement\"). Except as otherwise provided in\nthe Investors Agreement, such Stockholder has sole voting power, and sole power\nof disposition, with respect to all of such Stockholder's Shares.\n\n                  2.5    No Broker. Such Stockholder has not employed any\ninvestment banker, broker, finder, consultant or intermediary in connection with\nthe transactions contemplated by this Agreement or the Merger Agreement which\nwould be entitled to any investment banking, brokerage, finder's or similar fee\nor commission in connection with this Agreement or the transactions contemplated\nby the Merger Agreement.\n\n                  3.     Representations and Warranties of Parent. Parent hereby\nrepresents and warrants to each Stockholder as follows:\n\n                  3.1    Power; Binding Agreement. Parent has the power and\nauthority to enter into and perform all of its obligations under this Agreement.\nThe execution, delivery and performance of this Agreement by Parent will not\nviolate any other agreement to which Parent is a party (including any trust\nagreement, voting agreement, stockholders agreement or voting trust), except to\nthe extent that any such violations, individually or in the aggregate, would not\nreasonably be expected to have a material adverse effect on Parent or to prevent\nor materially delay the consummation of the transactions contemplated by the\nMerger Agreement. This Agreement has been duly and validly executed and\ndelivered by Parent and constitutes a valid and binding agreement of Parent,\nenforceable against Parent in accordance with its terms.\n\n                  3.2    No Conflict. Other than filings required under the HSR\nAct, the filing of a Form 3 and Schedule 13D under the Exchange Act and the\nfiling of a registration statement under the Securities Act, no filing with, and\nno permit, authorization, consent or approval of, any state or federal public\nbody or authority is necessary for the execution of this Agreement by Parent and\nthe consummation by Parent of the transactions contemplated hereby, except in\neach case for such filings the failure of which to be made, individually or in\nthe aggregate, would not reasonably be expected to have a material adverse\neffect on Parent or to prevent or materially delay the consummation of the\ntransactions contemplated by the Merger Agreement and filings required in\nconnection with the consummation of the Mergers. Neither the execution and\ndelivery of this Agreement by Parent nor the consummation by Parent of the\ntransactions contemplated hereby nor compliance by Parent with any of the\nprovisions hereof shall (x) conflict with or result in any breach of any\napplicable organizational documents applicable to Parent, (y) result in a\nviolation or breach of, or constitute (with or without notice or lapse of time\nor both) a default (or give rise to any third party right of termination,\ncancellation, material modification or acceleration) under any of the terms,\nconditions or provisions of any note, bond, mortgage, indenture, license,\ncontract, commitment, arrangement, understanding, agreement or other instrument\nor obligation of any kind to which Parent is a party or by which Parent or any\nof Parent's properties or assets may be bound or (z) violate any order, writ,\ninjunction, decree, \n\n   5\n                                                                               5\n\n\njudgment, order, statute, rule or regulation applicable to Parent or any of\nParent's properties or assets, except to the extent that any of the foregoing,\nindividually or in the aggregate, would not reasonably be expected to have a\nmaterial adverse effect on Parent or to prevent or materially delay the\nconsummation of the transactions contemplated by the Merger Agreement.\n\n                  4.     Covenants of the Stockholders. The Stockholders, \njointly but not severally, hereby covenant and agree as follows:\n\n                  4.1    Cooperation in Filing Notification under\nHart-Scott-Rodino. Each of the Stockholders agrees to use reasonable best\nefforts to cooperate with Parent and each other to promptly effectuate the\nfiling of any notification required under the HSR Act.\n\n                  4.2    Commercially Reasonable Efforts. Subject to the terms\nand conditions of this Agreement, the Stockholders each agree to use all\ncommercially reasonable efforts to take, or cause to be taken, all actions, and\nto do, or cause to be done, all things necessary, proper or advisable to\nconsummate and make effective the transactions provided for by this Agreement.\n\n                  4.3    No Solicitation. (a) Other than as expressly permitted\nunder Section 4.4(b), none of the Stockholders, in its capacity as such, shall,\ndirectly or indirectly, through any officer, director, employee, stockholder,\nmember, partner, financial advisor, agent or other representative (including any\ninvestment banker, attorney or accountant retained by such Stockholder or by any\nof such Stockholder's subsidiaries, affiliate or stockholders, members or\npartners) (i) solicit, initiate, encourage or facilitate (including by way of\nfurnishing information) any inquiries or proposals that constitute, or would\nreasonably be expected to lead to an Acquisition Proposal or any Transfer (as\ndefined in Section 4.4) of Shares or (ii) participate or engage in negotiations\nor discussions concerning, or provide any non-public information to any person\nrelating to, or otherwise facilitate any effort or attempt to make or implement,\nany Acquisition Proposal or any Transfer of Shares. Other than as expressly\npermitted under Section 4.4(b), each Stockholder, in its capacity as such,\nagrees that it will immediately cease and cause to be terminated any existing\nactivities, discussions or negotiations with any persons (other than Parent and\nSub) conducted heretofore with respect to any Acquisition Proposal or any\nTransfer of Shares. Each Stockholder agrees that it will take the necessary\nsteps to inform promptly the individuals or entities referred to in the first\nsentence of this Section 4.3 of the obligations undertaken in this Section 4.3.\n\n                  (b)    Other than as expressly permitted under Section 4.4(b),\neach Stockholder, in its capacity as such, shall notify Parent immediately after\nreceipt by such Stockholder (or any of its stockholders, members, partners or\nadvisors) of any Acquisition Proposal or a proposal or offer for any Transfer of\nShares or any request for nonpublic information in connection with an\nAcquisition Proposal or a proposal or offer for any Transfer of Shares or for\naccess to the properties, books or records of the Company by any person or\nentity that informs such Stockholder that it is considering making, or has made,\nan Acquisition Proposal or a proposal or offer for any Transfer of Shares. Such\nnotice shall be made orally and in writing and shall indicate in reasonable\ndetail the identity of the offeror and the terms and conditions of such\nproposal, inquiry or contact.\n\n\n   6\n\n                                                                               6\n\n\n                  (c)    The foregoing provisions of this Section 4.3 shall not\nrestrict any member of a Stockholder who is also a director of the Company from\ntaking any actions solely in his capacity as a director.\n\n                  4.4    Restriction on Transfer of Shares, Proxies and\nNon-Interference; Restriction on Withdrawal. (a) No Stockholder shall, directly\nor indirectly: (i) except pursuant to or as contemplated hereby by the terms of\nthis Agreement or the Merger Agreement, offer for sale, sell (including short\nsales), transfer, tender, pledge, encumber, assign or otherwise dispose of\n(including by gift) or enter into any contract, option, derivative, hedging or\nother arrangement or understanding (including any profit-sharing arrangement)\nwith respect to or consent to the offer for sale, sale, transfer, tender,\npledge, encumbrance, assignment or other disposition of (any of the foregoing, a\n\"Transfer\"), any or all of such Stockholder's Shares or any interest therein;\n(ii) except as contemplated hereby, grant any proxies or powers of attorney,\ndeposit any Shares into a voting trust or enter into any other voting\narrangement with respect to any Shares; (iii) take any action that would make\nany representation or warranty of any Stockholder contained herein untrue or\nincorrect or have the effect of preventing or disabling any Stockholder from\nperforming such Stockholder's obligations under this Agreement; or (iv) commit\nor agree to take any of the foregoing actions.\n\n                  (b)    Notwithstanding the foregoing, CSH may Transfer up to \n20% of the Shares set forth next to its name on Schedule 2.4 to its members in\naccordance with the terms of its governing operating agreement or otherwise on a\npro rata or other widely distributed basis who shall receive such Shares free\nand clear of all obligations imposed on CSH hereunder and none of the\nobligations hereunder shall attach to such Shares.\n\n                  4.5    Transfer of Shares of Parent Common Stock. (a) None of\nCSH, its Permitted Transferees (as defined below) or Richard Kleinknecht\n(collectively, the \"Outside Stockholders\") shall directly or indirectly,\nTransfer any shares of the Common Stock, par value $.01 per share, of Parent\n(\"Parent Common Stock\") until the first anniversary of the Closing, except (i)\nin the case of CSH, to Citicorp Venture Capital, Ltd. (\"CVC\") or another\nsubsidiary of Citigroup which shall have agreed by reasonably satisfactory\ninstrument delivered to Parent to be bound by the provisions of Sections 4.5 and\n4.6 hereof (collectively, the \"Permitted Transferees\"), (ii) any Transfer\npursuant to Section 3(a) of the Registration Rights Agreement, or (iii) pursuant\nto a tender offer, self tender offer, exchange offer or other transaction\noffered generally to stockholders of Parent and approved by Parent's Board of\nDirectors. Each of David Walsh and Anthony Servidio, individually and for\nhimself, agrees that he shall not, directly or indirectly, Transfer during the\nperiod commencing on the Closing Date and (a) ending on the first anniversary of\nthe Closing Date, shares of Parent Common Stock representing more than 25% of\nthe sum of the shares of Parent Common Stock received by him in the Merger and\nshares of Parent Common Stock issuable to him pursuant to options to acquire\nParent Common Stock which have vested and are exercisable as of the Closing\n(\"Vested Shares\"), (b) ending on the second anniversary of the Closing Date,\ncumulatively, more than 62.5% of his Vested Shares and (c) any time after the\nsecond anniversary of the Closing Date, 100% of his Vested Shares.\n\n\n   7\n                                                                               7\n\n\n                  (b)    All certificates representing shares of Parent Common\nStock issued to any Stockholder pursuant to the Merger Agreement shall be\nendorsed with a legend reading as follows until such time as the shares\nrepresented thereby are no longer subject to the provisions hereof:\n\n                  \"The shares of Common Stock, par value $.01 per share, of\n                  Global Crossing Ltd. (the \"Company\") represented by this\n                  certificate are subject to a Consent and Voting Agreement\n                  dated as of February 22, 2000, and may not be sold or\n                  otherwise transferred, except in accordance therewith. Copies\n                  of such Agreement may be obtained at the principal executive\n                  offices of the Company.\"\n\n                  (c)    In the case of the Outside Stockholders, the legend on\nthe certificates representing any of the shares of Parent Common Stock shall be\nremoved on the first anniversary of the Closing and such legend shall be removed\nfrom shares of Parent Common Stock Transferred by an Outside Stockholder\npursuant to the Registration Rights Agreement.\n\n                  4.6    Standstill. None of CSH or its Permitted Transferees\nor subsidiaries shall directly or indirectly (a) acting alone or in concert with\nothers, seek to effect a change in control of Parent or the business, operations\nor policies of Parent; (b) initiate or propose any stockholder proposal or make,\nor in any way, participate in, directly or indirectly, any \"solicitation\" of\n\"proxies\" to vote or intentionally seek in an organized fashion to influence any\nperson with respect to the voting of, any Parent Voting Securities in a manner\ninconsistent with the position of the board of directors of Parent or become\n\"participant\" in a \"solicitation\" (as such terms are defined in Regulation 14A\nunder the Exchange Act, as in effect on the date hereof) in opposition to the\nrecommendation of the majority of the directors of Parent with respect to any\nmatter; (c) propose or seek to effect a merger, consolidation, recapitalization,\nreorganization, sale, lease, exchange or other disposition of substantially all\nassets or other business combination involving, or a tender or exchange offer\nfor securities of, Parent or any of its subsidiaries or any material portion of\nits or such subsidiary's business or assets, or any similar transaction that has\nnot been approved by the Board of Directors of Parent; (d) join a partnership,\nlimited partnership, syndicate or other group (other than a group consisting of\nCSH, its Permitted Transferees and any of their subsidiaries), or otherwise act\nin concert with any other person, for the purpose of acquiring, holding, voting\nor disposing of Parent Voting Securities, or, otherwise become a \"person\" within\nthe meaning of Section 13(d)(3) of the Exchange Act relating to any of the\nmatters set forth in clauses (a), (b), (c) or (d); or (e) request, or induce or\nencourage any other person to request, that Parent amend or waive any of the\nprovisions of this Section 4.6. The provisions of this Section 4.6 shall cease\nto apply at such time after the Merger as CSH and its affiliates collectively\ncease to beneficially own at least 25% of the Parent Common Stock acquired by\nCSH in the Merger.\n\n                  4.7    CSH Affiliates. It is expressly understood that none of\nthe provisions of this Agreement shall apply to Citigroup or any of its\naffiliates, other than CSH and its Permitted Transferees and their respective\nsubsidiaries.\n\n\n   8\n                                                                               8\n\n\n                  4.8    Registration Rights. Parent shall enter into the\nRegistration Rights Agreement, in substantially the form of Exhibit B attached\nhereto (\"Registration Rights Agreement\"), with the Outside Stockholders\nimmediately prior to the Effective Time of the Mergers.\n\n                  5.     Further Assurances. From time to time, at the other \nparty's request and without further consideration, each party hereto shall\nexecute and deliver such additional documents and take all such further action\nas may be reasonably necessary to consummate and make effective, in the most\nexpeditious manner practicable, the transactions contemplated by this Agreement\nand the Merger Agreement.\n\n                  6.     Certain Events. Except as set forth in Section 4.4, \neach Stockholder agrees that this Agreement and the obligations hereunder shall\nattach to such Stockholder's Shares and shall be binding upon any person or\nentity to which legal or beneficial ownership of such Shares shall pass, whether\nby operation of law or otherwise, including without limitation the Stockholder's\nadministrators, successors or receivers.\n\n                  7.     Stop Transfer. Each Stockholder agrees with, and \ncovenants to, Parent that it shall not request that the Company register the\ntransfer (book-entry or otherwise) of any certificate or uncertificated interest\nrepresenting any of the Shares, unless such transfer is made in compliance with\nthis Agreement. Such Stockholder agrees, with respect to any Shares in\ncertificated form, that immediately following the execution hereof, it will\npresent to the Company, the certificates representing the Shares for inscription\nby the Company of the following legend: \"The shares of Common Stock, par value\n$.01 per share, of IPC Communications, Inc. (the \"Company\") represented by this\ncertificate are subject to a Consent and Voting Agreement dated as of February\n22, 2000, and may not be sold or otherwise transferred, except in accordance\ntherewith. Copies of such Agreement may be obtained at the principal executive\noffices of the Company.\" Upon the transfer of any Shares pursuant to Section\n4.4(b), such legend shall be removed. Such Stockholder agrees that it will no\nlonger hold any Shares, whether certificated or uncertificated, in \"street name\"\nor in the name of any nominee. Pursuant to the Merger Agreement, the Company has\nagreed to notify the transfer agent for any Shares in uncertificated form of the\nprovisions set forth in this Section 7 and has agreed to, and such Stockholder\nagrees to, provide such documentation and to do such other things as may be\nrequired to give effect to such provisions with respect to such uncertificated\nShares. Parent will not register the transfer (book-entry or otherwise) of any\ncertificate or uncertificated interest representing any Stockholder's Parent\nCommon Stock, unless such transfer is made in compliance with this Agreement.\n\n                  8.     Post-Closing Covenants. Each Stockholder agrees to \nhold in strict confidence all data and information relating to the business of\nthe Company and its subsidiaries (the \"Proprietary Information\") obtained in the\ncourse of its ownership of shares or participation in the management of the\nCompany or any of its subsidiaries or otherwise which is either non-public,\nconfidential or proprietary in nature. Each Stockholder agrees that subject to\nany requirement of law or tribunal order, it will keep such Proprietary\nInformation confidential and will not, without the prior written consent of\nParent, be disclosed by any Stockholder to any person. This Agreement shall be\ninoperative as to such portions of the Proprietary Information\n\n\n\n   9\n                                                                               9\n\n\n\nwhich (i) are or become generally available to the public other than as a result\nof a disclosure by Parent or any of its representatives, (ii) become available\nto any Stockholder or one of its representatives on a nonconfidential basis from\na source other than any of Parent or any of its representatives, which has not\nadvised such Stockholder that it is bound by a confidentiality agreement with,\nor other contractual, legal or fiduciary obligation of confidentiality to, any\nof Parent or any of its subsidiaries or affiliates with respect to such portions\nof the Proprietary Information, or (iii) were known by any Stockholder on a\nnonconfidential basis prior to its commencement of employment with, or ownership\nof, the Company or one of its subsidiaries. Each Stockholder agrees that Parent\nshall be entitled to equitable relief, including injunction and specific\nperformance, in the event of any breach of the provisions of this Section 8.\nSuch remedies shall not be deemed to be the exclusive remedies for a breach of\nthis Section 8 by any Stockholder but shall be in addition to all other remedies\navailable at law or equity. It is further understood and agreed that failure or\ndelay by Parent in exercising any right, power or privilege under this Section 8\nshall not operate as a waiver thereof nor shall any single or partial exercise\nthereof preclude and other or further exercise of any right, power or privilege\nunder this Agreement.\n\n                  9.     No Survival of Representations and Warranties. Other \nthan as expressly set forth herein, the representations, warranties and\ncovenants of the parties contained herein shall not survive the termination of\nthis Agreement; provided, however, that an uncured breach by a party of a\nrepresentation, warranty or covenant hereunder prior to such termination shall\nsurvive such termination.\n\n                  10.    Miscellaneous.\n\n                  10.1   Successors and Assigns. Except as expressly provided\nherein, this Agreement shall be binding upon and inure to the benefit of the\nparties hereto and their respective successors and assigns. Other than as set\nforth in the immediately succeeding sentence, and except as contemplated hereby,\nneither Parent nor any Stockholder may assign any of its rights, or delegate any\nof its duties or obligations, hereunder without the prior written consent of\nParent, and any such purported assignment or delegation shall be void ab initio.\nNotwithstanding the foregoing, Parent, its affiliates, and its successors and\nassigns, may assign their rights and delegate their duties (a) to any successor\nentity resulting from any liquidation, merger, consolidation, reorganization, or\ntransfer of all or substantially all of the assets or stock of Parent, or (b) to\nany affiliate of Parent; provided, that in either case, any such assignee shall\nexpressly assume all of the obligations of Parent hereunder.\n\n                  10.2   Notices. All notices, demands and other communications\n(collectively, \"Notices\") given or made pursuant to this Agreement shall be in\nwriting and shall be deemed to have been duly given if sent by registered or\ncertified mail, return receipt requested, postage and fees prepaid, by overnight\nservice with a nationally recognized \"next day\" delivery company such as Federal\nExpress or United Parcel Service, by facsimile transmission, or otherwise\nactually delivered to the following addresses:\n\n                         (a) If to Parent:\n\n\n   10\n                                                                              10\n\n\n\n         Global Crossing Ltd.\n         360 N. Crescent Drive\n         Beverly Hills, CA 90210\n         Attention: James C. Gorton\n         Facsimile: 310-281-5820\n\n         with a copy to:\n\n         Simpson Thacher &amp; Bartlett\n         425 Lexington Avenue\n         New York, New York 10017\n         Attn: D. Rhett Brandon\n         Fax:  212-455-2502\n\n(b)      If to CSH:\n\n         Cable Systems Holding, LLC\n         206 East Forest Hills Drive\n         Phoenix, AZ  85022\n         Attention: Peter Woog\n         Fax: 602-789-8847\n\n         with copies to:\n\n         Citicorp Venture Capital, Ltd.\n         399 Park Avenue - 14th Floor\n         New York, New York  10043\n         Facsimile No.:  212- 888-2940\n         Attn:  Richard M. Cashin, Jr.; and\n\n         Morgan, Lewis &amp; Bockius LLP\n         101 Park Avenue\n         New York, NY 10178\n         Attention: Philip H. Werner\n         Fax: 212-309-6273; and\n\n         Skadden, Arps, Slate, Meagher &amp; Flom LLP\n         Four Times Square\n         New York, New York  10036\n         Facsimile:  212-735-2000\n         Attention:  Joseph A. Coco, Esq.; and\n\n(c)      If to any other Stockholder:\n\n         To such person(s) and address(es) set forth\n         under such Stockholder's signature\n\n\n   11\n\n                                                                              11\n\n\n\nAny Notice shall be deemed duly given when received by the addressee thereof.\nAny of the parties to this Agreement may from time to time change its address\nfor receiving notices by giving written notice thereof in the manner set forth\nabove.\n\n                  10.3   Amendment: Waiver. No provision of this Agreement may\nbe waived unless in writing signed by all of the parties to this Agreement, and\nthe waiver of any one provision of this Agreement shall not be deemed to be a\nwaiver of any other provision. This Agreement may be amended, supplemented or\notherwise modified only by a written agreement executed by all of the parties to\nthis Agreement.\n\n                  10.4   Enforcement; Jurisdiction. Any suit, action or\nproceeding seeking to enforce any provision of, or based on any matter arising\nout of or in connection with, this Agreement or the transactions contemplated by\nthis Agreement may be brought against any of the parties in any Federal court\nlocated in the State of Delaware or any Delaware state court, and each of the\nparties hereto hereby consents to the exclusive jurisdiction of such courts (and\nof the appropriate appellate courts therefrom) in any such suit, action or\nproceeding and waives any objection to venue laid therein. Process in any such\nsuit, action or proceeding may be served on any party anywhere in the world,\nwhether within or without the State of Delaware. Without limiting the generality\nof the foregoing, each party hereto agrees that service of process upon such\nparty at the address referred to in Section 10.2 or upon the agent appointed by\nthe Company for service of process in Delaware, together with written notice of\nsuch service to such party, shall be deemed effective service of process upon\nsuch party.\n\n                  10.5   Termination. This Agreement and the irrevocable proxy\ngranted in Section 1.2 hereof will terminate upon the termination of the Merger\nAgreement. Sections 1, 2, 3, 4.1, 4.2, 4.3, 4.4, 6 and 7 shall terminate at the\nEffective Time of the Mergers. With respect to the Outside Stockholders only,\nthis Agreement shall terminate in its entirety and the Outside Stockholders\nshall no longer be deemed Stockholders hereunder upon the first anniversary of\nthe Closing.\n\n                  10.6   Capacity. No member, stockholder, director, partner,\nemployee, officer, representative or agent of any Stockholder (in each case, in\ntheir capacity as such) has made any (and shall not be deemed to have made any)\nrepresentations, warranties or covenants (express or implied) under or in\nconnection with this Agreement.\n\n                  10.7   Severability. Whenever possible, each provision or\nportion of any provision of this Agreement will be interpreted in such manner as\nto be effective and valid under applicable law but if any provision or portion\nof any provision of this Agreement is held to be invalid, illegal or\nunenforceable in any respect under any applicable law or rule in any\njurisdiction, such invalidity, illegality or unenforceability will not affect\nany other provision or portion of any provision in such jurisdiction, and this\nAgreement will be reformed, construed and enforced in such jurisdiction as if\nsuch invalid, illegal or unenforceable provision or portion of any provision had\nnever been contained herein.\n\n                  10.8   Counterparts. This Agreement may be executed in one or\nmore counterparts, all of which shall be considered one and the same agreement\nand shall become \n\n\n   12\n                                                                              12\n\n\neffective when one or more counterparts have been signed by each of the parties\nand delivered to the other parties.\n\n                  10.9   Entire Agreement; No Third-Party Beneficiaries. This\nAgreement and the other agreements referred to herein constitute the entire\nagreement, and supersede all prior agreements and understandings, both written\nand oral, among the parties with respect to the subject matter of this\nAgreement. This Agreement is not intended to confer upon any person other than\nthe parties any rights or remedies.\n\n                  10.10  Governing Law. This Agreement shall be governed by, and\nconstrued in accordance with, the laws of the State of Delaware.\n\n                  10.11  Headings. The section and subsection headings contained\nin this Agreement are included for convenience only and form no part of the\nagreement between the parties.\n\n                  10.12  Expenses. Each party shall pay its own costs, expenses,\nincluding without limitation, the fees and expenses of their respective counsel\nand financial advisors.\n\n                  10.13  Publicity. The initial press release relating to this\nAgreement shall be a joint press release, and Parent and the Stockholders shall\nuse reasonable efforts to agree upon the text of any other press release before\nissuing any such press release.\n\n                  10.14  Specific Performance. Each of the parties hereto\nrecognizes and acknowledges that a breach by it of any covenants or agreements\ncontained in this Agreement will cause the other parties to sustain damages for\nwhich they would not have an adequate remedy at law for money damages, and\ntherefore each of the parties hereto agrees that in the event of any such breach\nthe aggrieved party or parties shall be entitled to the remedy of specific\nperformance of such covenants and agreements and injunctive and other equitable\nrelief, without the posting of bond or other security, in addition to any other\nremedy to which it or they may be entitled, at law or in equity.\n\n\n   13\n\n\n\n                  IN WITNESS WHEREOF, a duly authorized representative of each\nof the parties hereto have executed this Agreement as of the date first above\nwritten.\n\n                                  GLOBAL CROSSING LTD.\n\n                                  By: \/s\/ Thomas J. Casey\n                                     -----------------------------------\n                                     Name: Thomas J. Casey\n                                     Title: Vice Chairman of the Board\n\n                                  CABLE SYSTEMS HOLDING, LLC\n\n                                  By: \/s\/ Peter A. Woog\n                                     -----------------------------------\n                                     Name: Peter A. Woog\n                                     Title: Manager\n\n                                  By: \/s\/ Richard Kleinknecht\n                                     -----------------------------------\n                                     Name:  Richard Kleinknecht\n\n                                     Richard P. Kleinknecht\n                                     15 Banbury Lane\n                                     Huntington, NY 11745\n\n                                     with a copy to:\n\n                                     White &amp; Case\n                                     1155 Avenue of the Americas\n                                     New York, New York  10036\n                                     Attention: Edward F. Rover, Esq.\n                                     Fax: (212) 354-8113\n\n\n   14\n\n\n\n                                  By:   \/s\/ David Walsh\n                                     -----------------------------------\n                                     Name:   David Walsh\n\n                                     IPC Communications, Inc.\n                                     Wall Street Plaza\n                                     88 Pine Street\n                                     New York, NY 10005\n                                     Attention: David Walsh\n                                     Fax: (212) 344-5106\n\n\n   15\n\n\n\n\n                                 By: \/s\/ Anthony Servidio\n                                     -------------------------------------\n                                     Name:      Anthony Servidio\n\n                                     IPC Communications, Inc.\n                                     Wall Street Plaza\n                                     88 Pine Street\n                                     New York, NY 10005\n                                     Attention: David Walsh\n                                     Fax: (212) 344-5106\n   16\n\n\n\n\n\n                                      ALLEGRA CAPITAL PARTNERS III, L.P.\n\n                                      Its General Partner:\n                                      Allegra Partners III, L.P.\n\n                                      By:  \/s\/ Richard W. Smith\n                                         ----------------------------------\n                                         Name: Richard W. Smith\n                                         Title: Managing Partner\n\n                                         Allegra Capital Partners III, L.P.\n                                         515 Madison Avenue\n                                         New York, NY 10022-5403\n                                         Attention: Richard W. Smith\n                                         Fax: (212) 759-2561\n   17\n\n\n                                                                    SCHEDULE 2.4\n\n\n\n                                                                               SHARES OF\n                                                                         COMPANY COMMON STOCK\n                                                                                 HELD\n                                                                       ------------------------\n                         NAME OF RECORD OWNER\n---------------------------------------------------------------------\n                                                                        \nCable Systems Holding, LLC...........................................          4,346,033\n\nRichard Kleinknecht..................................................            761,904\n\nDavid Walsh..........................................................            271,617\n\nAnthony Servidio.....................................................            174,730 \n\nAllegra Capital Partners III, L.P. ..................................            381,904\n===============================================================================================\nSTOCKHOLDER TOTAL:...................................................          5,936,188\n\n   18\n\n\n                                                                       EXHIBIT A\n\n                               STOCKHOLDER CONSENT\n                           Action Taken by the Written\n                             Consent of Stockholders\n                                       of\n                            IPC Communications, Inc.\n\n                                                               February __, 2000\n\n         The undersigned stockholders of IPC Communications, Inc., a Delaware\ncorporation (the \"Corporation\"), acting by written consent in lieu of a meeting\npursuant to Section 228 of the General Corporation Law of the State of Delaware,\nhereby irrevocably consent to the adoption of and adopt the following resolution\nwith respect to the shares of the common stock, par value $.01 per share, of the\nCorporation owned of record by such stockholders on the date hereof:\n\n         RESOLVED, that the Agreement and Plan of Merger, dated as of February\n22, 2000 (the \"Merger Agreement\"), among Global Crossing Ltd., a company formed\nunder the laws of Bermuda (\"GC\"), Georgia Merger Sub Corporation, a wholly-owned\nsubsidiary of GC, the Corporation, IPC Information Systems, Inc., a Delaware\ncorporation and a wholly owned subsidiary of the Corporation, IXnet, Inc., a\nDelaware corporation and a subsidiary of the Corporation, and Idaho Merger Sub\nCorporation, a Delaware corporation and a wholly owned subsidiary of the\nCorporation, a copy of which has been furnished to the undersigned stockholders,\nbe, and it hereby is, adopted and approved by the undersigned stockholders.\n\n         The action of the stockholders of the Corporation approved pursuant\nhereto shall become effective when one or more consents have been (a) signed by\nstockholders holding shares having a majority of the voting power of the\noutstanding shares of the common stock of the Corporation, being not less than\nthe minimum number of votes that would be necessary to authorize or take such\naction at a meeting at which all shares entitled to vote thereon were present\nand voted and (b) delivered to the Corporation at its principal place of\nbusiness.\n\n                                     ------------------------------------------\n                                     By:\n                                        ---------------------------------------\n                                          Name:\n                                               --------------------------------\n                                          Title:\n                                                -------------------------------\n\n                                     Number of Shares:\n                                                      -------------------------\n\n                                     Address of the stockholder:\n\n                                     ------------------------------------------\n\n                                     ------------------------------------------\n\n                                     Date of Execution:\n                                                       -----------------\n   19\n                                                                    EXHIBIT B TO\n                                                              VOTING AND CONSENT\n                                                                       AGREEMENT\n\n                          REGISTRATION RIGHTS AGREEMENT\n\n                        dated as of ___________ __, 2000\n\n                                      among\n\n                              GLOBAL CROSSING LTD.\n\n                           CABLE SYSTEMS HOLDING, LLC\n\n                                       and\n\n                         the other parties named herein\n\n\n   20\n\n\n                                TABLE OF CONTENTS\n\n\n\n                                                                            Page\n                                                                            ----\n                                                                       \nSection 1. Definitions.......................................................1\n\nSection 2. Demand Registration...............................................2\n\n      (a)  Requests for Registration.........................................2\n\n      (b)  Filing and Effectiveness..........................................3\n\n      (c)  Priority on Demand Registration...................................4\n\n      (d)  Postponement of Demand Registration...............................4\n\nSection 3. Piggyback Registration............................................4\n\n      (a)  Right to Piggyback................................................4\n\n      (b)  Priority on Piggyback Registrations...............................5\n\nSection 4. Registration Procedures...........................................6\n\nSection 5. Registration Expenses............................................11\n\nSection 6. Indemnification..................................................12\n\n      (a)  Indemnification by the Company...................................12\n\n      (b)  Indemnification by Holders.......................................12\n\n      (c)  Conduct of Indemnification Proceedings...........................12\n\n      (d)  Contribution.....................................................13\n\nSection 7. Underwritten Registrations.......................................14\n\nSection 8. Miscellaneous....................................................14\n\n      (a)  Remedies.........................................................14\n\n      (b)  Amendments and Waivers...........................................14\n\n\n\n   21\n\n\n                                                                       \n      (c)  Notices..........................................................14\n\n      (d)  Merger, Amalgamation or Consolidation of the Company.............16\n\n      (e)  Successors and Assigns...........................................16\n\n      (f)  Counterparts.....................................................16\n\n      (g)  Titles and Subtitles.............................................16\n\n      (h)  Governing Law....................................................16\n\n      (i)  Separability.....................................................16\n\n      (j)  Entire Agreement.................................................16\n\n      (k)  Submission to Jurisdiction.......................................17\n\n\n\n   22\n\n\n            THIS REGISTRATION RIGHTS AGREEMENT (this \"Agreement\") is made and\nentered into as of ___________ __, 2000, among GLOBAL CROSSING LTD., a company\norganized under the laws of Bermuda (the \"Company\"), CABLE SYSTEMS HOLDING, LLC,\na Delaware limited liability company (\"CSH\") and RICHARD P. KLEINKNECHT\n(\"Kleinknecht\", together with CSH, the \"Current Holders\").\n\n                                    RECITALS\n\n            WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of\nFebruary 22, 2000 (the \"Merger Agreement\"), among the Company, and IPC\nCommunications, Inc, Georgia Merger Sub Corporation, IXnet, Inc., and Idaho\nMerger Sub Corporation, each a Delaware corporation, the Current Holders are\nacquiring common shares of the Company, par value 0.01 per share (\"Common\nShares\") in connection with the Mergers (as defined in the Merger Agreement);\n\n            WHEREAS, pursuant to a Consent and Voting Agreement, dated as of the\nFebruary 22, 2000 (the \"Voting Agreement\"), the Current Holders have, on their\nown behalf and on behalf of their administrators, successors and receivers,\nagreed to certain consent and voting provisions in connection with and in favor\nof the Mergers;\n\n            WHEREAS, to induce the Current Holders to execute and deliver the\nVoting Agreement, the Company has agreed to provide to the Holders certain\nregistration rights under the Securities Act; and\n\n            WHEREAS, the execution and delivery of this Agreement by the parties\nhereto is a condition to the closing of the transactions contemplated by the\nMerger Agreement.\n\n            NOW, THEREFORE, in consideration of the mutual promises and\nagreements set forth herein and in the Merger Agreement, and other valuable\nconsideration, the receipt and sufficiency of which is hereby acknowledged, the\nparties hereto hereby agree as follows:\n\n      Section 1.  Definitions.  For purposes of this Agreement, the following\ncapitalized terms have the following meanings:\n\n            \"Exchange Act\":  means the United States Securities Exchange Act\nof 1934, as amended, and the rules and regulations promulgated thereunder, all \nas the same shall be in effect from time to time.\n\n            \"Holders\":  means the Current Holders and each of their\nrespective transferees who agree to be bound by the provisions of this\nAgreement in accordance with Section 8(e) hereof.\n\n            \"Person\":  means any individual, firm, corporation, partnership,\nlimited liability company, trust, joint venture, governmental authority or\nother entity.\n\n\n   23\n\n\n            \"Prospectus\": means the prospectus included in any Registration\nStatement (including, without limitation, a prospectus that discloses\ninformation previously omitted from a prospectus filed as part of an effective\nregistration statement in reliance upon Rule 430A under the Securities Act), as\namended or supplemented by any prospectus supplement, with respect to the terms\nof the offering of any portion of the Registrable Securities covered by such\nRegistration Statement and all other amendments and supplements to such\nprospectus, including post-effective amendments, and all material incorporated\nby reference or deemed to be incorporated by reference in such prospectus.\n\n            \"Registrable Securities\":  means all Common Shares held from time\nto time by the Holders and any Conversion Securities as defined in Section\n8(d).\n\n            \"Registration Statement\": means any registration statement of the\nCompany under the Securities Act that covers any of the Registrable Securities\npursuant to the provisions of this Agreement, including the related Prospectus,\nany preliminary prospectus, all amendments and supplements to such registration\nstatement (including post-effective amendments), all exhibits and all material\nincorporated by reference or deemed to be incorporated by reference in such\nregistration statement.\n\n            \"SEC\":  means the United States Securities and Exchange Commission.\n\n            \"Securities Act\":  means the United States Securities Act of\n1933, as amended, and the rules and regulations promulgated thereunder, all as \nthe same shall be in effect from time to time.\n\n            \"Underwritten Offering\":  means a distribution, registered\npursuant to the Securities Act, in which securities of the Company are sold\nto the public through one or more underwriters.\n\n            Unless otherwise defined herein, terms defined in the Merger\nAgreement are used herein as therein defined.\n\n      Section 2.  Demand Registration.\n\n            (a) Requests for Registration. At any time after the one year\nanniversary of this Agreement, subsequent to the relevant Holder becoming a\ndirect Holder of Common Shares and subject to the conditions set forth in this\nAgreement: (i) the Holders owning in excess of 50% of the Common Shares will\nhave the right, by written notice delivered to the Company (a \"Demand Notice\"),\nto require the Company to register Registrable Securities under and in\naccordance with the provisions of the Securities Act (a \"Demand Registration\");\nprovided the Holders may not make more than one (1) Demand Registration and the\nHolders must provide to the Company a certificate (the \"Authorizing\nCertificate\") signed by the Holders of more than 50% of the Registrable\nSecurities held by them and their transferees on the date of such Demand Notice;\nand provided, further, that the Company's obligations under this Section 2 shall\nterminate from and after the date that the Registrable Securities held by CSH\nand its Permitted Transferees (as \n\n\n\n                                       2\n   24\n\n\ndefined in the Voting Agreement) and Kleinknecht represent less than 1% of all\noutstanding Common Shares (the \"Termination Date\"). The Authorizing Certificate\nshall set forth (A) the name of the Holder or Holders signing such Authorizing\nCertificate, (B) the number of Registrable Securities held by such Holder or\nHolders, and, if different, the number of Registrable Securities such Holder or\nHolders have elected to have registered, and (C) the intended methods of\ndisposition of the Registrable Securities. A Holder may at its option withdraw\nRegistrable Securities from a registration. In such event (1) any continuing\nregistration of Registrable Securities shall constitute the Demand Registration\nto which such Holder is entitled and (2) the withdrawing Holder shall reimburse\nthe Company for any registration and filing fees (including any fees payable to\nthe SEC, the National Association of Securities Dealers, Inc. or any successor\norganization) it has incurred with respect to the withdrawn Registrable\nSecurities (unless all Registrable Securities are withdrawn, in which case the\nwithdrawing Holder(s) shall reimburse the Company for all costs and expenses\nincurred by it in connection with the registration of such Registrable\nSecurities). Subject to compliance with clause (2) of the preceding sentence, a\nregistration that is terminated in its entirety prior to the effective date of\nthe applicable Registration Statement will not constitute a Demand Registration.\n\n            If a Demand Registration is not declared and maintained effective\nfor the period required by Section 2(b) or if the consummation of the offering\nof Registrable Securities pursuant to such Demand Registration is interfered\nwith by any stop order, injunction or other order or requirement of the SEC or\nother governmental agency or court which is not due to the act or omission of\nany Holder, then the Holders shall be entitled to an additional Demand\nRegistration in lieu thereof.\n\n            (b) Filing and Effectiveness. (i) The Company will file a\nRegistration Statement relating to any Demand Registration as promptly as\npracticable (but in any event within 45 days in the case of any registration\neligible to be made on Form S-3 of F-3 or a comparable successor form, as\napplicable) following the date on which the Demand Notice is given and will use\nits reasonable best efforts to cause the same to be declared effective by the\nSEC as soon as practicable thereafter, but in any event within 180 days\nthereafter (the \"Effectiveness Date\").\n\n            (ii) The Company agrees to use its best efforts to comply with all\nnecessary provisions of the federal securities laws in order to keep each\nRegistration Statement relating to a Demand Registration effective for a period\nof six (6) months from its Effectiveness Date or such shorter period that will\nterminate when all Registrable Securities covered by such Registration Statement\nhave been sold pursuant to such Registration Statement.\n\n            Within ten (10) business days after receipt of such Demand Notice,\nthe Company will serve written notice thereof (the \"Notice\") to all other\nHolders and will, subject to the provisions of Section 2(c), include in any\nregistration required under this Section 2 all Registrable Securities with\nrespect to which the Company receives written requests for inclusion therein\nwithin fifteen (15) business days after such Notice to given to the applicable\nHolder. The Holder will be permitted, subject to its compliance with the\nprovisions of Section 2(a) relating to reimbursement of the Company's expenses,\nto withdraw in good faith all or part of the Registrable Securities from a\nDemand Registration at any time prior to the effective date of such\n\n\n\n                                       3\n   25\n\nDemand Registration, in which event the Company will promptly amend or, if\napplicable, withdraw the related Registration Statement.\n\n            (c) Priority on Demand Registration. Notwithstanding the foregoing,\nif the managing underwriter or underwriters of an Underwritten Offering to which\nsuch Demand Registration relates advises the Holders that the total amount of\nRegistrable Securities that such Holders intend to include in such Demand\nRegistration is in the aggregate such as to materially and adversely affect the\nsuccess of such offering, then the number of Registrable Securities to be\nincluded in such Demand Registration will, if necessary, be reduced and there\nwill be included in such Underwritten Offering the largest number of Registrable\nSecurities that, in the opinion of such managing underwriter or underwriters,\ncan be sold without materially and adversely affecting the success of such\nUnderwritten Offering. The Registrable Securities of the Holder or Holders\ninitiating the Demand Registration shall receive priority in such Underwritten\nOffering to the full extent of the Registrable Securities such Holder or Holders\ndesire to sell (unless these securities would materially and adversely affect\nthe success of such offering, in which case the number of such Holder's\nRegistrable Securities included in the offering shall be reduced to the extent\nnecessary) and the remaining allocation available for sale, if any, shall be\nallocated pro rata among the other Holders on the basis of the number of\nRegistrable Securities requested to be included therein by each such Holder.\n\n            (d) Postponement of Demand Registration. Notwithstanding anything to\nthe contrary in any other provision of this Agreement, the Company will be\nentitled, on no more than one occasion in any 360 day period, to postpone the\nfiling period of any Demand Registration for a reasonable period of time not in\nexcess of 90 calendar days if the Board of Directors of the Company determines,\nin the good faith exercise of its business judgment, and has delivered to the\nHolders written certification to the effect, that such registration and offering\ncould materially interfere with a bona fide financing transaction of the\nCompany, including without limitation a primary offering of securities, or any\nother material business transaction of the Company, or would require disclosure\nof information, the premature disclosure of which could materially and adversely\naffect the Company. If the Company postpones the filing of a Registration\nStatement, it will promptly notify the Holders in writing when the events or\ncircumstances permitting such postponement have ended.\n\n      Section 3.  Piggyback Registration.\n\n\n                                       4\n   26\n\n\n            (a) Right to Piggyback. If at any time after the one year\nanniversary of this Agreement the Company proposes to file a Registration\nStatement, whether or not for sale for the Company's own account, on a form and\nin a manner that would also permit registration of Registrable Securities (other\nthan in connection with a registration statement on Forms S-4 or S-8 or any\nsimilar or successor form), the Company shall give to Holders holding\nRegistrable Securities written notice of such proposed filing at least thirty\n(30) calendar days before the anticipated filing. The notice referred to in the\npreceding sentence shall offer Holders the opportunity to register such amount\nof Registrable Securities as each Holder may request (a \"Piggyback\nRegistration\"). Subject to Section 3(b), the Company will include in each such\nPiggyback Registration (and any related qualification under state blue sky laws\nand other compliance filings, and in any underwriting involved therein) all\nRegistrable Securities with respect to which the Company has received written\nrequests for inclusion therein within fifteen (15) calendar days after the\nwritten notice from the Company is given; provided, that the Company's\nobligations under this Section 3 shall terminate from and after the Termination\nDate. Each Holder will be permitted, subject to its compliance with the\nprovisions of Section 2(a) relating to reimbursement of the Company's expenses,\nto withdraw all or part of its Registrable Securities from a Piggyback\nRegistration at any time prior to the effective date of such Piggyback\nRegistration.\n\n            Notwithstanding the foregoing, the Company will not be obligated to\neffect any registration of Registrable Securities under this Section 3 as a\nresult of the registration of any of its securities solely as direct\nconsideration for mergers or acquisitions or offered solely in connection with\nexchange offers, dividend reinvestment and share purchase plans, rights\nofferings or option or other employee benefit plans.\n\n            (b) Priority on Piggyback Registrations. The Company will cause the\nmanaging underwriter or underwriters of a proposed Underwritten Offering to\npermit Holders holding Registrable Securities requested to be included in the\nregistration for such offering to include therein all such Registrable\nSecurities requested to be so included (such securities, together with any other\nshares of the same class requested to be included in such registration by any\nother Person pursuant to similar registration rights, the \"Piggyback Shares\") on\nthe same terms and conditions as any securities of the Company included therein\n(other than the indemnification by the Holders, which will be limited as set\nforth in Section 6(b) hereof and provided, that the Holders give customary\nrepresentations and warranties). Notwithstanding the foregoing, if the managing\nunderwriter or underwriters of such Underwritten Offering advises the Holders to\nthe effect that the total amount of securities that such Holders, the Company\nand any other Person propose to include in such Underwritten Offering is such as\nto materially and adversely affect the success of such offering, then the\nCompany will include in such registration:\n\n                   (x) in the case of a registration in connection with a sale\n      of securities for the Company's own account, (i) first, 100% of the\n      securities that the Company proposes to sell for its own account, and (ii)\n      second, to the extent that the number of securities in clause (i) above is\n      less than the number of securities which the Company has been advised can\n      be sold in such offering without having the adverse effect referred to\n      above, the number of Piggyback Shares of each Holder and the number of\n      Piggyback Shares requested to be included in such offering by any other\n      Persons pursuant to similar \n\n\n                                       5\n   27\n\n\n      registration rights, determined pro rata on the basis of the number of\n      shares of the class being sold owned by each Holder requesting\n      registration and such other Persons requesting registration, collectively;\n      and\n\n                  (y) in the case of a registration in connection with a sale of\n      securities on account of any Person other than the Company (the\n      \"Initiating Party\"), other than a Demand Registration, (i) first, 100% of\n      the securities, if any, that the Initiating Party proposes to sell, (ii)\n      second, to the extent that the number of securities in clause (i) above is\n      less than the number of securities which the Company has been advised can\n      be sold in such offering without having the adverse effect referred to\n      above, the number of Piggyback Shares of each Holder and the number of\n      Piggyback Shares requested to be included in such offering by any other\n      Persons pursuant to similar registration rights, determined pro rata on\n      the basis of the number of shares of the class being sold owned by each\n      Holder requesting registration and such other Persons requesting\n      registration, collectively, and (iii) third, to the extent that the number\n      of securities in clauses (i) and (ii) above is less than the number of\n      securities which the Company has been advised can be sold in such offering\n      without having the adverse effect referred to above, the securities sought\n      to be included by the Company in the offering.\n\n      Section 4. Registration Procedures. In connection with the Company's\nregistration obligations pursuant to Sections 2 and 3, the Company will effect\nsuch registrations to permit the sale of such Registrable Securities in\naccordance with the intended method or methods of disposition thereof, and\npursuant thereto the Company will as expeditiously as possible, and in each case\nto the extent applicable (it being understood that the obligations of the\nCompany in clauses (a), (b), (d), (h), (j), (k), (l) and (n) of this Section 4\nwill be subject to the first sentence of Section 3(b) and, except as provided in\nSection 3(b), the Holders will not have any right to effect an underwritten\npublic offering under Section 3):\n\n                  (a) Prepare and file with the SEC a Registration Statement or\n      Registration Statements on any appropriate form under the Securities Act\n      available for the sale of the Registrable Securities by the holders\n      thereof in accordance with the intended method or methods of distribution\n      thereof, and cause each such Registration Statement to become effective\n      and remain effective as provided herein; provided, however, that before\n      filing a Registration Statement or Prospectus or any amendments or\n      supplements thereto (including documents that would be incorporated or\n      deemed to be incorporated therein by reference) the Company will furnish\n      to the Holders holding Registrable Securities covered by such Registration\n      Statement, not more than one counsel chosen by Holders holding a majority\n      of the Registrable Securities being registered (\"Special Counsel\") and the\n      managing underwriters, if any, copies of all such documents proposed to be\n      filed, which documents will be subject to the review of such Holders, such\n      Special Counsel and such underwriters, and the Company will not file any\n      such Registration Statement or amendment thereto or any Prospectus or any\n      supplement thereto (excluding such documents that, upon filing, will be\n      incorporated or deemed to be incorporated by reference therein) to which\n      the Holders holding a majority of the Registrable Securities covered by\n      such Registration Statement or the managing underwriter, if any, shall\n      reasonably object.\n\n\n\n                                       6\n   28\n\n                  (b) Prepare and file with the SEC such amendments and\n      post-effective amendments to each Registration Statement as may be\n      necessary to keep such Registration Statement continuously effective for\n      the applicable periods specified in Section 2; cause the related\n      Prospectus to be supplemented by any required Prospectus supplement, and\n      as so supplemented to be filed pursuant to Rule 424 (or any similar\n      provisions then in force) under the Securities Act; and comply with the\n      provisions of the Securities Act with respect to the disposition of all\n      securities covered by such Registration Statement during the applicable\n      period in accordance with the intended methods of disposition by the\n      sellers thereof set forth in such Registration Statement as so amended or\n      in such Prospectus as so supplemented.\n\n                  (c) Notify the selling Holders and the managing underwriters,\n      if any, promptly, and (if requested by any such Person) confirm such\n      notice in writing, (i) when a Prospectus or any Prospectus supplement or\n      post-effective amendment has been filed, and, with respect to a\n      Registration Statement or any post-effective amendment, when the same has\n      become effective, (ii) of any request by the SEC or any other federal or\n      state governmental authority for amendments or supplements to a\n      Registration Statement or related Prospectus or for additional\n      information, (iii) of the issuance by the SEC or any other federal or\n      state governmental authority of any stop order suspending the\n      effectiveness of a Registration Statement or the initiation of any\n      proceedings for that purpose, (iv) if at any time the representations and\n      warranties of the Company contained in any agreement contemplated by\n      Section 4(n) (including any underwriting agreement) cease to be true and\n      correct in any material respect, (v) of the receipt by the Company of any\n      notification with respect to the suspension of the qualification or\n      exemption from qualification of any of the Registrable Securities for sale\n      in any jurisdiction or the initiation or threatening of any proceeding for\n      such purpose, (vi) of the occurrence of any event that makes any statement\n      made in such Registration Statement or related Prospectus or any document\n      incorporated or deemed to be incorporated therein by reference untrue in\n      any material respect or that requires the making of any changes in a\n      Registration Statement, Prospectus or any such document so that, in the\n      case of the Registration Statement, it will not contain any untrue\n      statement of a material fact or omit to state any material fact required\n      to be stated therein or necessary to make the statements therein not\n      misleading and, in the case of the Prospectus, it will not contain any\n      untrue statement of a material fact or omit to state any material fact\n      required to be stated or necessary to make the statements therein, in\n      light of the circumstances under which they were made, not misleading, and\n      (vii) of the Company's reasonable determination that a post-effective\n      amendment to a Registration Statement would be appropriate.\n\n                  (d) Use its reasonable best efforts to obtain the withdrawal\n      of any order suspending the effectiveness of a Registration Statement, or\n      the lifting of any suspension of the qualification (or exemption from\n      qualification) of any of the Registrable Securities for sale in any\n      jurisdiction, at the earliest possible moment.\n\n                  (e) If requested by the managing underwriters, if any, or\n      Holders holding a majority of the Registrable Securities being registered,\n      (i) promptly incorporate in a Prospectus supplement or post-effective\n      amendment such information as the managing \n\n\n                                       7\n   29\n\n\n      underwriters, if any, and such Holders agree should be included therein as\n      may be required by applicable law and (ii) make all required filings of\n      such Prospectus supplement or such post-effective amendment as soon as\n      practicable after the Company has received notification of the matters to\n      be incorporated in such Prospectus supplement or post-effective amendment;\n      provided, however, that the Company will not be required to take any\n      actions under this Section 4(e) that are not, in the opinion of counsel\n      for the Company, in compliance with applicable law.\n\n                  (f) Furnish to each selling Holder and each managing\n      underwriter, if any, without charge, at least one conformed copy of the\n      Registration Statement and any post-effective amendment thereto (but\n      excluding schedules, all documents incorporated or deemed incorporated\n      therein by reference and all exhibits, unless requested in writing by such\n      Holder or underwriter).\n\n                  (g) Deliver to each selling Holder and the underwriters, if\n      any, without charge as many copies of the Prospectus or Prospectuses\n      relating to such Registrable Securities (including each preliminary\n      prospectus) and any amendment or supplement thereto as such persons may\n      reasonably request; and, subject to the last paragraph of this Section 4,\n      the Company hereby consents to the use of such Prospectus or each\n      amendment or supplement thereto by each of the selling Holders and the\n      underwriters, if any, in connection with the offering and sale of the\n      Registrable Securities covered by such Prospectus or any amendment or\n      supplement thereto.\n\n                  (h) Prior to any public offering of Registrable Securities, to\n      register or qualify or cooperate with the selling Holders, the\n      underwriters, if any, and their respective counsel in connection with the\n      registration or qualification (or exemption from such registration or\n      qualification) of such Registrable Securities for offer and sale under the\n      securities or blue sky laws of such jurisdictions within the United States\n      as any seller or underwriter reasonably requests in writing; use all\n      reasonable efforts to keep such registration or qualification (or\n      exemption therefrom) effective during the period the applicable\n      Registration Statement is required to be kept effective and do any and all\n      other acts or things necessary or advisable to enable the disposition in\n      each such jurisdiction of the Registrable Securities covered by the\n      applicable Registration Statement; provided, however, that the Company\n      will not be required to (i) qualify to do business in any jurisdiction\n      where it is not then so qualified or (ii) take any action that would\n      subject it to taxation or service of process in any such jurisdiction\n      where it is not then so subject.\n\n                  (i) Cooperate with the selling Holders and the managing\n      underwriters, if any, to facilitate the timely preparation and delivery of\n      certificates representing Registrable Securities to be sold and enable\n      such Registrable Securities to be in such denominations and registered in\n      such names as the managing underwriters, if any, shall request at least\n      two business days prior to any sale of Registrable Securities to the\n      underwriters.\n\n                  (j) Use its reasonable best efforts to cause the Registrable\n      Securities covered by the applicable Registration Statement to be\n      registered with or approved by \n\n\n\n                                       8\n   30\n\n      such other governmental agencies or authorities within the United States\n      except as may be required solely as a consequence of the nature of any\n      selling Holder's business, in which case the Company will cooperate in all\n      reasonable respects with the filing of such Registration Statement and the\n      granting of such approvals as may be necessary to enable the seller or\n      sellers thereof or the underwriters, if any, to consummate the disposition\n      of such Registrable Securities.\n\n                  (k) Upon the occurrence of any event contemplated by Section\n      4(c)(vi) or 4(c)(vii), prepare a supplement or post-effective amendment to\n      each Registration Statement or a supplement to the related Prospectus or\n      any document incorporated therein by reference or file any other required\n      document so that, as thereafter delivered to the purchasers of the\n      Registrable Securities being sold thereunder, such Prospectus will not\n      contain an untrue statement of a material fact or omit to state a material\n      fact required to be stated therein or necessary to make the statements\n      therein, in light of the circumstances under which they were made, not\n      misleading.\n\n                  (l) If requested by Holders holding a majority of the\n      Registrable Securities covered by such Registration Statement or the\n      managing underwriters, if any, use its best efforts to cause all\n      Registrable Securities covered by such Registration Statement to be (i)\n      listed on each securities exchange, if any, on which securities issued by\n      the Company of the same class are then listed or, if no such securities\n      issued by the Company are then so listed, on the New York Stock Exchange\n      or another national securities exchange if the securities qualify to be so\n      listed or (ii) authorized to be quoted on the National Association of\n      Securities Dealers Automated Quotation System (\"NASDAQ\") or the National\n      Market System of NASDAQ, if the securities qualify to be so quoted.\n\n                  (m) As needed, (i) engage an appropriate transfer agent and\n      provide the transfer agent with printed certificates for the Registrable\n      Securities in a form eligible for deposit with The Depository Trust\n      Company and (ii) provide a CUSIP number for the Registrable Securities.\n\n                  (n) Enter into such customary agreements (including, in the\n      event of an Underwritten Offering, an underwriting agreement in form,\n      scope and substance as is customary in underwritten offerings) and take\n      all such other commercially reasonable and customary actions in connection\n      therewith (including those reasonably requested by the Holders holding a\n      majority of the Registrable Securities being sold or, in the event of an\n      Underwritten Offering, those reasonably requested by the managing\n      underwriters) in order to facilitate the disposition of such Registrable\n      Securities and in such connection, but only where an underwriting\n      agreement is entered into in connection with an Underwritten Offering, (i)\n      make such representations and warranties to the underwriters with respect\n      to the businesses of the Company and its subsidiaries, the Registration\n      Statement, Prospectus and documents incorporated by reference or deemed\n      incorporated by reference therein, if any, in each case, in form,\n      substance and scope as are customarily made by issuers to underwriters in\n      underwritten offerings and confirm the same if and when requested; (ii)\n      obtain opinions of counsel to the Company and updates thereof, which\n      counsel and opinions (in form, scope and substance) shall be reasonably\n\n\n                                       9\n   31\n\n\n      satisfactory to the managing underwriters, if any, addressed to each of\n      the underwriters covering the matters customarily covered in opinions\n      requested in underwritten offerings and such other matters as may be\n      reasonably requested by such underwriters; (iii) obtain \"comfort\" letters\n      and updates thereof from the independent certified public accountants of\n      the Company (and, if necessary, any other certified public accountants of\n      any subsidiary of the Company or of any business acquired by the Company\n      for which financial statements and financial data is, or is required to\n      be, included in the Registration Statement), addressed to each of the\n      underwriters, such letters to be in customary form and covering matters of\n      the type customarily covered in \"comfort\" letters in connection with\n      underwritten offerings; (iv) cause the Company's management to be made\n      available for, and assist in, the marketing and disposition of such\n      Registrable Securities in the manner and to the extent reasonably\n      requested by the underwriters including, without limitation, participation\n      by management in customary road shows, investor conferences and other\n      similar presentations and (v) deliver such documents and certificates as\n      may be reasonably requested by the managing underwriters, if any, to\n      evidence the continued validity of the representations and warranties of\n      the Company and its subsidiaries made pursuant to clause (i) above and to\n      evidence compliance with any customary conditions contained in the\n      underwriting agreement entered into by the Company. The foregoing actions\n      will be taken in connection with each closing under such underwriting\n      agreement as and to the extent required thereunder.\n\n                  (o) Make available for reasonable inspection during normal\n      business hours by a representative of the Holders holding Registrable\n      Securities being sold, any underwriter participating in any disposition of\n      Registrable Securities, and any attorney or accountant retained by such\n      selling Holders or underwriter, all financial and other records, pertinent\n      corporate documents and properties of the Company and its subsidiaries,\n      and cause the officers, directors and employees of the Company and its\n      subsidiaries to supply all information reasonably requested by any such\n      representative, underwriter, attorney or accountant in connection with\n      such Registration Statement; provided, however, that any records,\n      information or documents that are designated by the Company in writing as\n      confidential at the time of delivery of such records, information or\n      documents will be kept confidential by such Persons unless (i) such\n      records, information or documents are in the public domain or otherwise\n      publicly available, (ii) disclosure of such records, information or\n      documents is required by court or administrative order; provided, that\n      such Holder notifies the Company of any such requirement and cooperates\n      with the Company in seeking a protective or restraining order limiting\n      such disclosure, or (iii) disclosure of such records, information or\n      documents, in the reasonable opinion of counsel to such Person, is\n      otherwise required by law (including, without limitation, pursuant to the\n      requirements of the Securities Act).\n\n                  (p) Comply with all applicable rules and regulations of the\n      SEC and make generally available to its security holders earnings\n      statements satisfying the provisions of Section 11(a) of the Securities\n      Act and Rule 158 thereunder (or any similar rule promulgated under the\n      Securities Act) no later than 45 calendar days after the end of any\n      12-month period (or 90 calendar days after the end of any 12-month period\n      if such period is a fiscal year) (i) commencing at the end of any fiscal\n      quarter in which Registrable \n\n\n\n                                       10\n   32\n\n      Securities are sold to underwriters in a firm commitment or best efforts\n      Underwritten Offering, or (ii) if not sold to underwriters in such an\n      offering, commencing on the first day of the first fiscal quarter of the\n      Company, after the effective date of a Registration Statement, which\n      statements shall cover such 12-month period.\n\n            The Company may require each seller of Registrable Securities as to\nwhich any registration is being effected to furnish to the Company such\ninformation regarding the distribution of such Registrable Securities as the\nCompany may, from time to time, reasonably request in writing, and the Company\nmay exclude from such registration the Registrable Securities of any seller who\nunreasonably fails to furnish such information within a reasonable time after\nreceiving such request.\n\n            Each Holder will be deemed to have agreed by virtue of its\nacquisition of Registrable Securities that, upon receipt of any notice from the\nCompany of the occurrence of any event of the kind described in Section\n4(c)(ii), 4(c)(iii), 4(c)(v), 4(c)(vi) or 4(c)(vii) (\"Suspension Notice\"), such\nHolder will forthwith discontinue disposition of such Registrable Securities\ncovered by such Registration Statement or Prospectus (a \"Black-Out\") until such\nHolder's receipt of the copies of the supplemented or amended Prospectus\ncontemplated by Section 4(k), or until it is advised in writing (the \"Advice\")\nby the Company that the use of the applicable Prospectus may be resumed, and\nsuch Holder has received copies of any additional or supplemental filings that\nare incorporated or deemed to be incorporated by reference in such Prospectus.\nExcept as expressly provided herein, there shall be no limitation with regard to\nthe number of Suspension Notices that the Company is entitled to give hereunder;\nprovided, however, that in no event shall the aggregate number of days the\nHolders are subject to Black-Out during any period of 12 consecutive months\nexceed 180 days.\n\n      Section 5. Registration Expenses. Except as provided in Section 2(a) and\nSection 9, all fees and expenses incident to the performance of or compliance\nwith this Agreement by the Company will be borne by the Company whether or not\nany of the Registration Statements become effective. Such fees and expenses will\ninclude, without limitation, (i) all registration and filing fees (including\nfees and expenses for compliance with federal or state securities laws or state\n\"blue sky\" laws), (ii) printing expenses (including, without limitation,\nexpenses of printing certificates for Registrable Securities in a form eligible\nfor deposit with The Depository Trust Company and of printing a reasonable\nnumber of prospectuses if the printing of such prospectuses is requested by the\nHolders holding a majority of the Registrable Securities included in any\nRegistration Statement), (iii) messenger, telephone and delivery expenses\nincurred by the Company, (iv) fees and disbursements of counsel for the Company\nincurred by the Company, and (v) fees and disbursements of all independent\ncertified public accountants referred to in Section 4(n)(iii) (including the\nexpenses of any special audit and \"comfort\" letter required by or incident to\nsuch performance) incurred by the Company. In addition, the Company will pay\ninternal expenses (including without limitation all salaries and expenses of its\nofficers and employees performing legal or accounting duties), the expense of\nany annual audit, the fees and expenses incurred in connection with the listing\nof the securities to be registered on any securities exchange on which\nsecurities of the same class issued by the Company are then listed or for\nadmission of any securities for quotation or an inter-dealer quotation system,\nas applied and the fees and expenses of any Person, including special experts,\nretained by the Company. In no event, however, will the Company be responsible\nfor any underwriting discount\n\n\n\n                                       11\n   33\n\nor selling commission with respect to any sale of Registrable Securities\npursuant to this Agreement, and the Holders shall be responsible on a pro rata\nbasis for any taxes of any kind (including, without limitation, transfer taxes)\nwith respect to any disposition, sale or transfer of Registrable Securities and\nfor any legal, accounting and other expenses incurred by them and not otherwise\nreimbursable as provided above.\n\n      Section 6.  Indemnification.\n\n            (a) Indemnification by the Company. The Company will indemnify and\nhold harmless, to the fullest extent permitted by law, each Holder holding\nRegistrable Securities registered pursuant to this Agreement, the officers,\ndirectors, members and agents and employees of each of them, each Person who\ncontrols such a Holder (within the meaning of Section 15 of the Securities Act\nor Section 20 of the Exchange Act) and the officers, directors, members, agents\nand employees of any such controlling person, from and against all losses,\nclaims, damages, liabilities, costs (including without limitation the costs of\ninvestigation and attorneys' fees) and expenses (collectively, \"Losses\"),\narising out of or based upon any untrue or alleged untrue statement of a\nmaterial fact contained in any Registration Statement, Prospectus or form of\nProspectus or in any amendment or supplement thereto or in any preliminary\nprospectus, or arising out of or based upon any omission or alleged omission to\nstate therein a material fact required to be stated therein or necessary to make\nthe statements therein not misleading, except insofar and to the extent as the\nsame are (i) based upon information furnished in writing to the Company by such\nHolder specifically for use therein or (ii) made in any preliminary prospectus,\nif such untrue statement or omission or alleged omission made in such\npreliminary prospectus is eliminated or remedied in the Prospectus relating to\nit (as amended or supplemented, as applicable) and a copy of such Prospectus\nshall not have been furnished to the person alleging such Loss as required under\napplicable law.\n\n            (b) Indemnification by Holders. In connection with any Registration\nStatement in which a Holder is participating, such Holder will furnish to the\nCompany in writing such information as the Company reasonably requests for use\nin connection with any Registration Statement, Prospectus or preliminary\nprospectus and will indemnify and hold harmless, to the fullest extent permitted\nby law, the Company, its directors and officers, agents and employees, each\nperson who controls the Company (within the meaning of Section 15 of the\nSecurities Act and Section 20 of the Exchange Act), and the directors, officers,\nagents or employees of such controlling persons, from and against all Losses\narising out of or based upon any untrue statement of a material fact contained\nin any Registration Statement, Prospectus or preliminary prospectus or arising\nout of or based upon any omission of a material fact required to be stated\ntherein or necessary to make the statements therein not misleading, to the\nextent, but only to the extent, that such untrue statement or omission is\ncontained in any information so furnished in writing by such Holder to the\nCompany specifically for use in such Registration Statement, Prospectus or\npreliminary prospectus and was relied upon by the Company in the preparation of\nsuch Registration Statement, Prospectus or preliminary prospectus. In no event\nwill the liability of any selling Holder hereunder be greater in amount than the\ndollar amount of the proceeds received by such Holder upon the sale of the\nRegistrable Securities giving rise to such indemnification obligation.\n\n\n\n                                       12\n   34\n\n            (c) Conduct of Indemnification Proceedings. If any Person shall\nbecome entitled to indemnity hereunder (an \"indemnified party\"), such\nindemnified party shall give prompt notice to the party from which such\nindemnity is sought (the \"indemnifying party\") of any claim or of the\ncommencement of any action or proceeding with respect to which such indemnified\nparty seeks indemnification or contribution pursuant hereto; provided, however,\nthat the failure to so notify the indemnifying party will not relieve the\nindemnifying party from any obligation or liability except to the extent that\nthe indemnifying party has been prejudiced materially by such failure. All\nreasonable fees and expenses (including any reasonable fees and expenses\nincurred in connection with investigating or preparing to defend such action or\nproceeding) will be paid to the indemnified party (provided appropriate\ndocumentation for such expenses is also submitted with such notice), as\nincurred, within five calendar days of written notice thereof to the\nindemnifying party (regardless of whether it is ultimately determined that an\nindemnified party is not entitled to indemnification hereunder). The\nindemnifying party will not consent to entry of any judgment or enter into any\nsettlement or otherwise seek to terminate any action or proceeding in which any\nindemnified party is or could be a party and as to which indemnification or\ncontribution could be sought by such indemnified party under this Section 6,\nunless such judgment, settlement or other termination includes as an\nunconditional term thereof the giving by the claimant or plaintiff to such\nindemnified party of a release, in form and substance reasonably satisfactory to\nthe indemnified party, from all liability in respect of such claim or litigation\nfor which such indemnified party would be entitled to indemnification hereunder.\n\n            (d) Contribution. If the indemnification provided for in this\nSection 6 is unavailable to an indemnified party under Section 6(a) or 6(b) in\nrespect of any Losses or is insufficient to hold such indemnified party\nharmless, then each applicable indemnifying party, in lieu of indemnifying such\nindemnified party, will, severally but not jointly, contribute to the amount\npaid or payable by such indemnified party as a result of such Losses, in such\nproportion as is appropriate to reflect the relative fault of the indemnifying\nparty or indemnifying parties, on the one hand, and such indemnified party, on\nthe other hand, in connection with the actions, statements or omissions that\nresulted in such Losses as well as any other relevant equitable considerations.\nThe relative fault of such indemnifying party or indemnifying parties, on the\none hand, and such indemnified party, on the other hand, will be determined by\nreference to, among other things, whether any action in question, including any\nuntrue or alleged untrue statement of a material fact or omission or alleged\nomission of a material fact, has been taken or made by, or related to\ninformation supplied by, such indemnifying party or indemnified party, and the\nparties' relative intent, knowledge, access to information and opportunity to\ncorrect or prevent such action, statement or omission. The amount paid or\npayable by a party as a result of any Losses will be deemed to include any legal\nor other fees or expenses incurred by such party in connection with any action\nor proceeding.\n\n            The parties hereto agree that it would not be just and equitable if\ncontribution pursuant to this Section 6(d) were determined by pro rata\nallocation or by any other method of allocation that does not take into account\nthe equitable considerations referred to in the immediately preceding paragraph.\nNotwithstanding the provisions of this Section 6(d), an indemnifying party that\nis a selling Holder will not be required to contribute any amount in excess of\nthe amount by which the total price at which the Registrable Securities sold by\nsuch \n\n\n\n                                       13\n   35\n\nindemnifying party and distributed to the public were offered to the public\nexceeds the amount of any damages that such indemnifying party has otherwise\nbeen required to pay by reason of such untrue or alleged untrue statement or\nomission or alleged omission. No person guilty of fraudulent misrepresentation\n(within the meaning of Section 11(f) of the Securities Act) will be entitled to\ncontribution from any person who was not guilty of such fraudulent\nmisrepresentation.\n\n            The indemnity, contribution and expense reimbursement obligations of\nthe Company hereunder will be in addition to any liability the Company may\notherwise have hereunder or otherwise. The provisions of this Section 6 will\nsurvive so long as Registrable Securities remain outstanding, notwithstanding\nany permitted transfer of the Registrable Securities by any Holder thereof or\nany termination of this Agreement.\n\n      Section 7. Underwritten Registrations. If any of the Registrable\nSecurities included in any Demand Registration are to be sold in an Underwritten\nOffering, the Holders holding a majority of the Registrable Securities included\nin the Demand Notice may select an investment banker or investment bankers and\nmanager or managers to manage the Underwritten Offering, provided that such\ninvestment banker or bankers is (are) reasonably acceptable to the Company. If\nany Piggyback Registration is an Underwritten Offering, the Company will have\nthe exclusive right to select the investment banker or investment bankers and\nmanagers to administer the offering. The Company and the Holders agree that, in\nconnection with any Underwritten Offering hereunder, they shall each undertake\nto offer customary indemnification, representations and warranties to the\nparticipating underwriters and to agree to any restrictions required by the\nunderwriters on the sale of Common Shares or other securities by such party\nafter the completion of the Underwritten Offering; provided, however, that (i)\nthe period of such restrictions shall not exceed 90 calendar days and (ii) the\nrestrictions so imposed on the Holders shall be no more onerous than the\nrestrictions imposed on the Company.\n\n      Section 8.  Miscellaneous.\n\n            (a) Remedies. In the event of a breach by a party of its obligations\nunder this Agreement, each other party, in addition to being entitled to\nexercise all rights granted by law, including recovery of damages, will be\nentitled to specific performance of its rights under this Agreement. Each party\nagrees that monetary damages would not be adequate compensation for any loss\nincurred by reason of a breach by it of any provision of this Agreement and\nhereby further agrees that, in the event of any action for specific performance\nin respect of such breach, it will waive the defense that a remedy at law would\nbe adequate.\n\n            (b) Amendments and Waivers. The provisions of this Agreement may not\nbe amended, modified or supplemented without the prior written consent of the\nCompany and the Holders holding in excess of 50% of the Registrable Securities.\nNo amendment that materially adversely affects any particular Holder may be\neffected to this Agreement without the consent of such Holder.\n\n            (c) Notices. All notices required or permitted hereunder shall be in\nwriting and shall be deemed effectively given: (i) upon personal delivery to the\nparty to be notified; (ii) when sent by confirmed telex or facsimile if sent\nduring normal business hours of the recipient, if not, then on the next business\nday; (iii) upon delivery if sent by registered or certified mail, return \n\n\n\n                                       14\n   36\n\nreceipt requested, postage prepaid; or (iv) upon delivery if deposited with a\nnationally recognized overnight courier, specifying next day delivery, with\nwritten verification of receipt. All communications shall be sent to the parties\nat the following addresses (or at such other address for a party as shall be\nspecified by like notice):\n\n      If to the Company to:\n\n            Global Crossing Ltd.\n            Wessex House\n            45 Reid Street\n            Hamilton HM12 Bermuda\n            Attention: Secretary of the Company\n            Facsimile: (441) 296-8606\n\n      with a copy to:\n\n            Simpson Thacher &amp; Bartlett\n            425 Lexington Avenue\n            New York, NY 10017\n            Attention: D. Rhett Brandon, Esq.\n            Facsimile: (212) 455-2502\n\n      If to CSH to:\n\n            Cable Systems Holding, LLC\n            206 East Forest Hills Drive\n            Phoenix, AZ  85022\n            Attention: Peter Woog\n            Fax: 602-789-8847\n\n            with a copy to:\n\n            Morgan, Lewis &amp; Bockius LLP\n            101 Park Avenue\n            New York, NY 10178\n            Attention: Philip H. Werner\n            Fax: 212-309-6273\n\n      If to Kleinknecht to:\n\n            Richard P. Kleinknecht\n            15 Banbury Lane\n            Huntington, NY 11745\n\n            with a copy to:\n\n\n\n                                       15\n   37\n\n            White &amp; Case\n            1155 Avenue of the Americas\n            New York, New York\n            Attention: Edward F. Rover, Esq.\n            Fax: (212) 354-8113\n\nor to such other address or addresses as shall be designated in writing.  All\nnotices shall be effective when received.\n\n            (d) Merger, Amalgamation or Consolidation of the Company. If the\nCompany is a party to any merger, amalgamation, or consolidation pursuant to\nwhich the Registrable Securities are converted into or exchanged for securities\nor the right to receive securities of any other person (\"Conversion\nSecurities\"), the issuer of such Conversion Securities shall assume (in a\nwriting delivered to all Holders) all obligations of the Company hereunder. The\nCompany will not effect any merger, amalgamation, or consolidation described in\nthe immediately preceding sentence unless the issuer of the Conversion\nSecurities complies with this Section 8(d).\n\n            (e) Successors and Assigns. Subject to the terms and conditions of\nthe Merger Agreement, any lawful transferee of all or a portion of the\nRegistrable Securities shall become a Holder hereunder to the extent it agrees\nin writing to be bound by all of the provisions applicable hereunder to the\ntransferring Holder (such acknowledgment being evidenced by execution and\ndelivery to the Company of a Counterpart and Acknowledgment substantially in the\nform of Exhibit A). Subject to the requirements of this Section 8(e), this\nAgreement shall inure to the benefit of and be binding upon the successors and\npermitted assigns of the parties hereto.\n\n            (f) Counterparts. This Agreement may be executed in any number of\ncounterparts, each of which shall be an original, but all of which together\nshall constitute one instrument.\n\n            (g) Titles and Subtitles. The titles of the sections and subsections\nof this Agreement are for convenience of reference only and are not to be\nconsidered in construing this Agreement.\n\n            (h) Governing Law. This Agreement shall be governed in all respects\nby the laws of the State of New York.\n\n            (i) Separability. In case any provision of this Agreement shall be\ninvalid, illegal or unenforceable, the validity, legality and enforceability of\nthe remaining provisions shall not in any way be affected or impaired thereby.\n\n            (j) Entire Agreement. This Agreement and the other documents\ndelivered pursuant hereto, the Merger Agreement and the Voting Agreement\nconstitute the full and entire understanding and agreement between the parties\nwith regard to the subjects thereto and no party shall be liable or bound to any\nother in any manner by any representations, warranties, covenants and agreements\nexcept as specifically set forth herein and therein.\n\n\n\n                                       16\n   38\n\n\n            (k) Submission to Jurisdiction. Each party hereto irrevocably\nconsents to the jurisdiction and venue of the courts of the State of New York\nand the courts of the United States for the Northern or Southern Districts of\nNew York, and in the courts hearing appeals therefrom, for the resolution of any\ndispute, action, suit or proceeding arising out of or relating to this\nAgreement. Each party hereby irrevocably waives, and agrees not to assert, by\nway of motion, as a defense, counterclaim or otherwise, in any action or\nproceeding with respect to this Agreement, the defense of sovereign immunity,\nany claim that it is not personally subject to the jurisdiction of the\nabove-named courts for any reason other than the failure to serve process in\naccordance with this Section 8, that it or its property is exempt or immune from\njurisdiction of any such court or from any legal process commenced in such\ncourts (whether through service of notice, attachment prior to judgment,\nattachment in aid of execution of judgment, execution of judgment or otherwise),\nand to the fullest extent permitted by applicable law, that the suit, action or\nproceeding in any such court is brought in an inconvenient forum, that the venue\nof such suit, action or proceeding is improper, or that this Agreement, or the\nsubject matter hereof or thereof, may not be enforced in or by such courts and\nfurther irrevocably waives, to the fullest extent permitted by applicable law,\nthe benefit of any defense that would hinder, fetter or delay the levy,\nexecution or collection of any amount to which the party is entitled pursuant to\nthe final judgment of any court having jurisdiction.\n\n            9. Notwithstanding anything herein to the contrary, the Company\nshall not have any financial obligation pursuant to this Agreement unless and\nuntil the Company is able to satisfy (after taking into account such obligation)\nthe requirements of Section 39A(2A) of the Companies Act 1981. For this\npurposes, the Company shall be considered to satisfy such requirements if it\nreceives a written opinion or certificate from its independent auditors to that\neffect.\n\n\n                            [Signature page follows]\n\n\n\n                                       17\n   39\n\n\n            IN WITNESS WHEREOF, a duly authorized representative of each of\nthe parties hereto have executed this Agreement as of the date first written\nabove.\n\n                                    GLOBAL CROSSING LTD.\n\n                                    By:\n                                        --------------------------------\n                                        Name:\n                                        Title:\n\n                                    CABLE SYSTEMS HOLDING, LLC\n\n                                    By:\n                                        --------------------------------\n                                        Name:\n                                        Title:\n\n                                    By:\n                                        --------------------------------\n                                        Name: Richard Kleinknecht\n\n\n\n\n                                       18\n   40\n\n\n\n                                    EXHIBIT A\n\n                          REGISTRATION RIGHTS AGREEMENT\n                         COUNTERPART AND ACKNOWLEDGMENT\n\nTO:         The Company\n\nRE:         The Registration Rights Agreement (the \"Agreement\") dated as \n            of _______, 2000, by and among the Company and the Holders (as\n            defined in the Agreement)\n\n            The undersigned hereby agrees to be bound by the terms of the\nAgreement as a party to the Agreement, and shall be entitled to all benefits of\nthe Holders (as defined in the Agreement) and shall be subject to all\nobligations and restrictions of the Holders pursuant to the Agreement, as fully\nand effectively as though the undersigned had executed a counterpart of the\nAgreement together with the other parties to the Agreement. The undersigned\nhereby acknowledges having received and reviewed a copy of the Agreement.\n\n            DATED this _____ day of ____________, _____\n\n\n\n                                     By:\n                                     Title:\n\n\n                                          Number of\n                                          Shares of\n                                          Registrable Securities:\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7648],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9629,9633],"class_list":["post-43797","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-global-crossing-ltd","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-securities","corporate_contracts_types-securities__shareholder"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43797","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43797"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43797"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43797"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43797"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}